HomeMy WebLinkAboutDurham Communications, Inc. - 2002 Agreement for Radio system upgrade at PD
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AGREEMENT BETWEEN
CITY OF GILROY
AND
DURHAM COMMUNICATIONS, INC.
AGREEMENT BETWEEN
CITY OF GILROY AND DURHAM COMMUNICATIONS, INC.
TABLE OF CONTENTS
1. DEFINITION S...... .................................................................................. ........................... ......... ..... .................... 4
2. SC 0 PE 0 F A GRE EMENT ... .................. ................................... ......................................................... ............... 5
3. PRI CE .............. ................................ ............................................................ ...... ...................................... ............ 6
4. TERMS 0 F AGREE MENT ....................................................................................................... .......... .............. 6
5 . CHANGE S ......................... ............. .......................... ................................ ...................... ....... ....... .......... ............. 6
6 . IMPLEMENTATION PLAN ....................................................... ...... .................. ........................ ....... ............... 6
7. A C CE PT AN CE TE S TIN G ......................................................................... ..................... ................................... 7
8. MAINTEN AN C E .................................. ......... ............... ....................................... ........................................ .....1 0
9 . WARRANTY AND REMED IE S .....................................................................................................................1 0
1 O. FACILITY AND SITE ACCESS .................................................................................................................11
11. MILESTONE PAYMENT SCHEDULE .....................................................................................................12
12 . DISPUTE S ..................................................................................... .................... ....... .................................... .12
13 . FORCE MAJE URE ............................................ ................... ....... ...... .................. ............................... ....... ..12
14. TERMIN A TI 0 N BY CITY ..........................................................................................................................12
15. ASSI GNMENT ............ ............................................... .................................................................................. .13
16 . PATENTS.................... ................................ ............... .................................................... ................ ....... ......... 13
17. SO FTW ARE LICENSE ................................................................................................................................14
18. E SCR 0 WAC COUNT ....................... .................................................................................................. ......... 14
19. TITLE......................................... ................................................................ ............. .................. ......... ............14
20. INDEMNITY ............. ................... .............................................. ........................... ......... ......... ................. .....14
21. EQUIPMENT COMPATIBILITY ..............................................................................................................15
22. N OTI CES .... ........................................... ......................... ................................................... ........................... .15
23. GO VE RNIN G LAW ....................................... ................................. ................. ......... ......................... ..........16
24. IN SURAN CE RE Q UIREMENT S..... ................................... ............................... ........... ..................... ...... ...16
25. PRO DUCT INST ALLA TI 0 N ......................................................................................................................17
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26. DELIVERY, TITLE, AND RISK OF LOSS ...............................................................................................17
27. INTERFACE WITH OTHER VENDORS/CONTRACTORS .................................................................17
28. APPROVAL OF MAJOR SUBCONTRACTORS/SUPPLIERS ..............................................................18
29. D ISAS TER RE C 0 VERY ..... ............................................................... .............................................. ..... ..... .18
30. CO NTRA C TOR PERSONNEL................................ ........................................................ ....... ................... .18
31. CITY RESOURCES REQUIRED ...............................................................................................................18
32. SURVIVAL. ....................................................................... ..................... ............ .......... ....... .......... ....... ....... ..19
33. CONFIDENTIALITY OF CITY INFORMATION ...................................................................................19
34. PROJECT STATUS MEETINGS ...............................................................................................................19
3 5. ADDITIONAL EQUIPMENT.................................... .......................................................................... ....... .19
36. RIGHT TO MAKE CO PIES ........................................................................................................................19
37. DOCUMENT A TI ON ........... .................................................... .......................... ................................ ........... 20
38. APPLICATION SO FTW ARE TRAININ G................................................................................................ 20
39. ADDITIONAL SUPPORT ......... ............... ............... ..................................................................... ............... 20
40. ORDER OF PRECEDENCE......................................................... ERROR! BOOKMARK NOT DEFINED.
41. PAYMENT APPROVAL PROCESS .......................................................................................................... 20
42. SECURITY CHECK.......... ...................................................... ........................................ .................... ......... 20
43. CO MPLIAN CE .......... .................................. .................................................... ....... ...................................... 20
44. ENTIRE A G RE EMENT ...................... ........................ ............................. .......... ........... ....... ....... ................. 21
EXHIBIT "A" - PAYMENT SCHEDULE .............................................................................................................. 22
EXHIBIT "B" - STATEMENT OF WORK ...........................................................................................................23
EXHIBIT "c" - LINE ITEM PRI CIN G .................................................................................................................25
EXHIBIT "D" - MAINTENANCE CONTRACT PRICING ................................................................................32
EXHIBIT "E" - PRI CIN G SUMMARY ................................................................................................................. 33
EXHIBIT "F" - CIRCUIT MERIT TEST .............................................................................................................. 34
EXHIBIT "G" - SPECIFIC POINTS OF INTEREST ..........................................................................................37
EXHIBIT "H" - ON SCENE CHANNEL(S) .......................................................................................................... 38
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AGREEMENT
THIS AGREEMENT is made and entered into as of April 15, 2002 by and between Durham
Communications, Inc. an Arizona corporation with a principle place of business at 4611 East
Virginia Street, Mesa, AZ 85215, hereinafter referred to as "CONTRACTOR," and the City of
Gilroy, a Municipal Corporation organized under the State of California, hereinafter referred to
as "CITY."
In consideration of the promises and of the mutual covenants and agreements hereinafter
contained, and for good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the CITY agrees to purchase, and the CONTRACTOR agrees to license
and/or sell and furnish, the following described goods and services (hereinafter collectively
referred to as the "SYSTEM"). This Agreement may refer to the CONTRACTOR and the
CITY together, as the "parties", or may refer to the CONTRACTOR or the CITY as a "party" to
the Agreement.
NOW, THEREFORE, the parties hereto agree as follows:
1. DEFINITIONS
As used herein, the terms set forth below shall have meanings set forth below.
A. "FINAL ACCEPTANCE" shall be defined as the date in which 1) all
HARDW ARE, SOFTWARE and SYSTEM components purchased under the
terms of this agreement have been successfully installed, tested and accepted by
the CITY; 2) all software modifications have been successfully completed, tested
and accepted by the CITY; 3) all user documentation provided to the CITY is
verified to be complete and current with the systems installed; 4) all user and
system management training has been completed to the satisfaction of the CITY;
5) all tasks, sub-tasks, or components thereof that relate to this Agreement have
been completed by the CONTRACTOR; and, 6) that date upon which the CITY
executes a Final Acceptance document which states that all terms and conditions
of the Agreement have been successfully completed by the CONTRACTOR to
the satisfaction of the CITY. For purposes of this paragraph, the terms "tested
and accepted" shall mean tested and accepted in accordance with the criteria as
described in this Agreement.
B. "ACCEPTANCE DATE" shall mean the date the System is accepted or deemed
accepted as set forth in Section 9 hereof.
C. "ACCEPTANCE TESTS" shall mean the testing procedures mutually agreed
upon in writing by CITY and CONTRACTOR to be performed to determine
whether the System has met the acceptance criteria.
D. "EFFECTIVE DATE OF THIS CONTRACT" shall be the date designated by the
parties or, if no date is designated, shall be the date on which the Contract is
signed by the last of the parties to sign the Agreement.
E. "HARDW ARE" shall mean the equipment, parts and materials to be provided by.
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the CONTRACTOR for the SYSTEM as listed in EXHIBIT "C".
F. "IMPLEMENTATION PLAN" shall mean the plan set forth by CONTRACTOR
identifying the implementation and the System Implementation Schedule. The
Implementation Plan shall include detailed tasks to be completed in the
implementation, implementation approach and milestone completion dates.
G. "MANUFACTURER" shall mean the original equipment manufacturer of
hardware and software.
H. "PERFORMANCE PERIOD" shall be the 30-day period in which the reliability
of the system is demonstrated.
I. "SERVICES" shall mean the services to be provided by CONTRACTOR to
CITY as set forth in this Agreement.
J . "SOFTWARE" shall mean the proprietary computer. software of CONTRACTOR
as owned exclusively by CONTRACTOR or CONTRACTOR'S suppliers, as
appropriate, and as further defined in and licensed to CITY pursuant to the terms
of the Software License Agreement.
K. "SOFTWARE LICENSE AGREEMENT" shall mean the Tait/I.O. Wave System
Software License Agreement as set forth in proposal.
L. "SUBCONTRACTORS" shall mean any provider used by CONTRACTOR for
software and/or hardware used to make the radio communications system
functional or providers of installation or warranty services.
M. "SYSTEM" shall mean the collective whole of all products and services provided
under the terms of this Agreement.
N. "TOTAL CONTRACT PRICE" shall mean the price of the HARDWARE,
theSOFTW ARE, the SOFTWARE LICENSE and the SERVICES to be furnished
by CONTRACTOR to CITY pursuant to the terms set forth in this Agreement.
2. SCOPE OF AGREEMENT
This Agreement specifies the contractual terms and conditions by which CITY will
procure from the CONTRACTOR, SYSTEMS and SERVICES to facilitate the Radio
system upgrades including but not limited to: (1) designing the upgrade for the radio
system, Tait Quasi Sync System, Microwave Links, and such other interfaces and
components as set forth herein, (2) procuring equipment, and associated HARDWARE,
(3) providing engineering and technical resources, (4) providing training and consulting
services in implementing and integrating said systems, (5) the de-installation and removal
of existing radio and combining equipment and (6) maintaining CITY's ability to
communicate with law enforcement units during implementation of the system. Such
services shall be provided in conformance to EXHIBIT "B" ofthis Agreement.
In addition, CONTRACTOR shall identify all equipment which may be reused to
implement an "On Scene" channel(s). The "On Scene" channel(s) will be used to
provide communications between officers who have responded to an event and are in
close proximity to one another. CONTRACTOR shall also suggest new equipment
which may be required for completion of an "On Scene" channel(s). A full discussion of
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the "On Scene" channel(s) is contained in Exhibit H.
3. PRICE
a. The maximum Total Contract Price to be paid by CITY to CONTRACTOR is
Two Hundred Fifty-two Thousand Eight Hundred Fifty-seven and 00/100 Dollars
($252,857.00). The individual prices for the units of hardware, the software
license and the services to be performed are as set forth in Exhibit E, Pricing
Summary attached hereto and incorporated herein by reference.
b. In addition to any price specified herein, CITY shall pay the gross amount of any
present or future sales, use, excise, value-added, or other similar tax applicable to
the prices, sale, delivery, installation or licensing of any hardware, software or
services furnished hereunder or to their use by CONTRACTOR or CITY. As
provided for in Paragraph 13, CONTRACTOR is responsible for collecting,
reporting and remitting sales taxes as required.
c. At the time of formulation of the Final Implementation Plan, CITY reserves the
right to delete any non-essential system components, identified as options in
Exhibit C, Unit Pricing. The Total Contract Price will be adjusted by mutual
agreement of the parties.
4. TERMS OF AGREEMENT
The Terms of this Agreement shall begin upon the execution hereof by CITY and the
CONTRACTOR, and shall continue through the implementation of CITY's Systems and
Warranty periods as defined by this Agreement which includes providing all contractual
services, unless terminated under the provisions of Paragraph 16 below.
5. CHANGES
Changes in the scope of the work, services and/or equipment to be performed or provided
by CONTRACTOR hereunder may be requested. All such changes shall be mutually
agreed upon between the CITY's and the CONTRACTOR's project managers. Written
confirmation of the mutual agreement may be requested by the requests for cost estimates
in a timely manner. CONTRACTOR will update subsequent project status reports to
indicate all incorporated changes in work to be performed.
For all change orders, the appropriate percentage hold back of the total amount of the
change order will be required, and paid consistent with the terms specified in Exhibit A,
Payment Schedule.
6. IMPLEMENTATION PLAN
CONTRACTOR shall deliver for CITY's approval a Draft Implementation Plan not later
than ten (10) business days after contract signing indicating the tasks to be completed as
presented in Exhibit B, Scope of Work. The Implementation Plan shall include, but not
be limited to the implementation approach (e.g., cut-over approach/parallel operation)
and the System Implementation Schedule identifying detailed tasks and time frames and
milestones for satisfactory and timely completion of the System. Tasks which require
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coordination with other vendors, providers or City resources should be identified in the
Implementation Plan. Upon receipt of the Draft Implementation Plan, the CITY shall
have a period often (10) business days to review and approve the Implementation Plan or
to notify CONTRACTOR of deficiencies contained therein. If deficiencies are noted,
CONTRACTOR shall have a period often (10) business days to correct said deficiencies
and make any other adjustments to the Implementation Plan as may be required by the
City.
7. ACCEPTANCE TESTING
CONTRACTOR shall deliver for CITY's approval a Draft Acceptance Test Plan (ATP)
no later than thirty (30) business days after contract signing. A Final Acceptance Test
Plan (FATP) must then be mutually agreed upon in writing. The Final Acceptance Test
Plan must include proof of all System functionality and availability conditions and
requirements contained in this Agreement. The FA TP shall verify the following:
a. Overall System Functionality
The adequacy of the integrated hardware/software system to meet the
requirements detailed in the CONTRACTOR's Draft Implementation Plan and
related documentation shall be demonstrated, and CONTRACTOR will provide
its best efforts to correct identified problems. System Acceptance and initiation
of the Warranty period will not occur until all significant system and software
problems have been resolved. CITY will provide CONTRACTOR with timely
problem reports describing detected errors and CITY's priorities for
CONTRACTOR correction.
b. System Coverage
A system coverage test shall be developed as part of the Acceptance Test Plan
(ATP). The coverage test shall divide the city into equal grids 1/4 mile on a side.
A test call shall be placed to/from a convenient point within each grid as close to
the center of the grid as possible. The call shall be from a hand held radio and
from a mobile radio at curbside to/from dispatch. Each call shall be rated using a
Circuit Merit Test (CMT) standard of 1 to 5. The CMT rating system is further
explained in exhibit G. The calls shall be rated in both the field unit to dispatch
and the dispatch to field unit directions. Dispatch shall be used as the destination
for all test calls rather then another field unit so that no ambiguity exists as to
which end of the call may be experiencing coverage problems. Coverage criteria
shall be considered to be met if95% of the calls to/from a mobile and 90% of the
calls to/from a hand held receive a CMT rating of 3 or better.
The grids shall be designed to include testing from 15 specific points of interest to
the CITY. The points are specified in Exhibit G.
If the system meets the 95% coverage requirements, but does not adequately
cover a location deemed critical by CITY, CONTRACTOR and CITY will
develop a plan to provide the required coverage.
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It is understood that some grids may be inaccessible to a mobile or hand held unit
and these areas shall be excluded from the test.
c. Unit to Unit Coverage
A Unit-to-Unit coverage test shall be developed as part ofthe Acceptance Test
Plan (ATP). The goal of the Unit-to-Unit tests shall be to identify areas where a
mobile or portable may have difficulty communicating to other field units.
The coverage test shall divide the city into equal grids 1/4 mile on a side. Grids,
which did not score above a CM3 in the System Coverage testing above, shall be
excluded from this test. A test call shall be placed to/from a convenient point
within each grid as close to the center of the grid as possible. The test calls shall
be placed to other test units (mobiles and portables) in different test grids. The
calls shall be from a hand held radio and from a mobile radio at curbside, to and
from another hand held radios and mobile radios at curbside. All units must be
separated from each other by no less than 1,4 mile. Each call shall be rated using a
Circuit Merit Test (CMT) standard of 1 to 5. The CMT rating system is further
explained in exhibit G.
If a call is rated below a CM3, care must be taken to determine if the call transmit
location or the call reception location is in an area of poor coverage. This may be
accomplished by determining if the call was heard clearly by dispatch or not. If
dispatch hears the call clearly, the transmitting unit is at a location of good
coverage and the listening unit is probably at a location of poor coverage. If
dispatch cannot hear the transmission clearly, then the transmitting unit is in an
area of poor coverage and not the listening unit. Since it is possible for the caller
and the listener to be at locations experiencing a CM3 level of coverage, it should
be noted that the total noise and distortion would be a combination of the noise
contributed by both locations.
Finally, the issue of close proximity interference must be addressed. If the test
call does not rate a CM3 or higher, it may be that this test location would be better
served by utilization of the On Scene channel.
Scoring.
A site judged to be below a CM3 level shall be deemed to have failed. That site
will then no longer be used to score additional sites in the unit-to-unit coverage
test. A site may pass the mobile-to-mobile test and fail the mobile to portable or
portable-to-portable test. If that occurs, the site shall be judged acceptable for the
test passed and unacceptable for the test failed.
A mobile-to-mobile test call sequence shall be made and must receive a CM3 or
higher score in 95% of the test grids.
A mobile to portable and portable-to-portable call sequence shall be made and
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must receive a CM3 or higher score in 90% of the test grids. (Note: The
portable will be the limiting unit in these calls and cannot be expected to provide
coverage better than the System Coverage of section b above.)
d. System Availability
System Availability is a test of the reliability and suitability of the equipment
provided. It is not a coverage test, which is addressed above in section b.
Within five (5) days after the date of CONTRACTOR certification for reliability
testing, a forty five (45) calendar day Performance Period shall commence.
During the Performance Period, all equipment furnished under this Agreement
shall remain operational at a level of effectiveness of ninety-nine percent (99%)
for a period of forty five (45) consecutive days. Availability shall be calculated as
Total System Unavailable Minutes divided by Total System Test Period Minutes.
System Unavailable Criteria. The system shall be considered to be unavailable
for the duration of any period of time during which either field units or dispatch
cannot communicate in a normal manner from areas which have received a CMT
grade of 3 or higher.
If, during the forty five (45) day Performance Period, the system is deemed to be
unavailable in excess of 1 %, the System will be deemed to have failed to
demonstrate adequate performance characteristics. CONTRACTOR shall then
take the necessary steps to correct deficiencies prior to CITY accepting the
System. If CONTRACTOR cures the deficiency within five (5) working days of
notice of said deficiency, the forty five (45) day Performance Period shall
continue uninterrupted. If deficiency is not corrected in this period, then the forty
five (45) day Performance Period is stopped until deficiency is corrected and a
new forty five (45) day Performance Period is initiated.
e. Final Acceptance
Upon successful completion of all requirements of this Agreement, including all
A TP tasks, CONTRACTOR will notify CITY that the system has met its
performance requirements and request acceptance by CITY. CITY will respond
within ten (10) business days ifthere are any remaining deficiencies or items to be
remedied or corrected prior to initiation of the Warranty period or will indicate
acceptance without reservation. Upon receipt of the City's written Final System
Acceptance, the system will enter its twelve month Warranty period. Acceptance
or rejection of the System must be in writing. The CITY reserves the right to use
equipment and material furnished under this Agreement prior to final acceptance.
Such use shall not constitute Acceptance ofthe work or any part thereof by CITY.
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8. MAINTENANCE
The maintenance agreement shall begin upon completion of the one-year warranty
period. This Agreement includes detailed maintenance pricing for all maintenance being
provided by CONTRACTOR. The maintenance agreement is a separate document from
this agreement.
a. Warranty Period
During the one year Warranty Period, CONTRACTOR shall maintain and repair
the System at no extra charge to CITY.
b. Equipment and System Software
Maintenance service for all equipment and system software, after the expiration of
the Warranty periods as defined in Paragraph 9 - Warranty and Remedies, shall be
available to CITY from CONTRACTOR per the maintenance agreement with
CONTRACTOR the second through fifth year at the guaranteed prices shown in
Exhibit D, Maintenance Pricing Summary.
c. Renewal
The Agreement for CONTRACTOR provided maintenance services shall be
renewable by the CITY on an annual basis.
9. WARRANTY AND REMEDIES
a. Warranties
For a period commencing on the date of Final Acceptance, and one year
thereafter, CONTRACTOR warrants that: (i) the SOFTWARE provided by it
under this Agreement shall perform free of software defects and in accordance
with the terms of this Agreement; and (ii) the SERVICES performed by
CONTRACTOR under this Agreement shall be performed in accordance with the
professional skill and care which would be executed by those who are
knowledgeable, trained and experienced in rendering these types of services at the
time such services are performed.
CONTRACTOR warrants all hardware and software for a period of one year from
the date of System Acceptance. Complete preventive maintenance for
CONTRACTOR-provided equipment is included in this Warranty.
The equipment supplied under this Agreement will be new, not refurbished,
HARDWARE. The HARDWARE will incorporate all the then-current
manufacturer required engineering changes that have been publicly released, and
the HARDWARE shall be in proper working order and qualified for maintenance
services by the manufacturer. The SOFTWARE and HARDWARE used for the
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SYSTEM shall be the most current, applicable release as of the Contract date.
During the Warranty Period and for as long as there is a Maintenance Agreement
between the parties, CONTRACTOR warrants that it will remedy any failure,
malfunction, defect or nonconformity in the System, as follows:
Critical Failures. CONTRACTOR agrees that it will provide a response time by
as many qualified and knowledgeable representatives as necessary within fifteen
minutes during business hours and 1 hour during non-business hours after
notification by the City, to remedy a Critical Failure. The representatives will
furnish uninterrupted, continuous efforts to remedy the Critical Failure on an
emergency or highest priority basis. For purposes ofthis Warranty, a "Critical
Failure" will have occurred if the City has essentially no effective use of a
material subsystem or component of the System.
Non-Critical Failures. CONTRACTOR agrees to respond to any request for
service due to a malfunction, defect or nonconformity other than a Critical Failure
(a "Non-Critical Failure") as soon as reasonably possible, but no later than four
(4) hours after receipt of notification and request by the City during business
hours. CONTRACTOR agrees that it will provide a response by qualified and
knowledgeable representative(s) and that the representative(s) will furnish
uninterrupted, continuous efforts to remedy the Non-Critical Failure.
b. Warranty Remedies
(1) Hardware - If, during the Warranty period specified in Section a. above, CITY
(i) discovers that the equipment provided by CONTRACTOR under this
Agreement is not in accordance with the express warranty set forth in Section a.
and (ii) notifies CONTRACTOR of such, then CONTRACTOR shall, without
charge to CITY, repair or replace such equipment to the extent necessary to
correct such defects in a timely manner.
(2) Software - If, during the warranty period specified in Section a. above, CITY
(i) discovers defects in the software provided by CONTRACTOR under this
Agreement, such that the software will not perform in accordance with the
express warranty set forth in Section a., and (ii) notifies CONTRACTOR of such
defects, then CONTRACTOR shall, without charge to CITY, correct such defects
in a timely manner.
(3) B 52 noise - If the upgrades to the system do not eliminate or significantly
reduce the "B 52 noise" CONTRACTOR will use their best efforts to continue to
search for the source of this problem at CONTRACTOR's expense to determine
the cause and corrective action required of said noise.
1 O. FACILITY AND SITE ACCESS
Any sites where CONTRACTOR will operate and perform System installation under the
terms of this Contract must be approved by CITY, whose approval shall not be
umeasonably withheld, delayed or conditioned. CONTRACTOR shall be responsible, at
CITY's expense, for obtaining all permits and licenses necessary to perform work on the
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sites. CITY shall be responsible for paying all utility charges to the appropriate utility for
providing utility services to the System installation areas.
11. MILESTONE PAYMENT SCHEDULE
CITY shall pay CONTRACTOR for equipment and services performed by
CONTRACTOR in progress payments in the amount set forth on the attached Payment
Schedule (Exhibit A). Although the CITY is responsible for paying certain taxes as
provided for in Paragraph 3 (b), CONTRACTOR is responsible for collecting, reporting
and remitting sales taxes as required.
This project is designed to be implemented in phases determined primarily by the
manufacturing cycle times of equipment. Payment shall be requested for all non-disputed
invoices for each major phase pursuant to the terms outlined in Exhibit A, Payment
Schedule. The phases are outlined in Exhibit B, Scope of Work.
12. DISPUTES
Parties agree to resolve disputes informally through direct channels, whenever possible.
If this not possible, parties may agree to binding arbitration.
13. FORCE MAJEURE
In the event that, due to war, civil insurrection, riots, acts of the common enemy or other
such similar acts of Force Majeure (but excluding any failure of CONTRACTOR to
perform due to parts, supply, software, or hardware problems or delays caused or suffered
to be caused by CONTRACTOR or its vendors, subcontractors, materialmen or
suppliers) CONTRACTOR fails to meet its obligations under this Agreement relating to
timing of SYSTEM deliveries or timing of producing a fully operational operating
SYSTEM for the CITY, then such failure shall not constitute a default in performance,
and CITY shall grant to CONTRACTOR a one day extensions for each day of delay
caused by such act of Force Majeure. Such an extension shall be CONTRACTOR'S sole
remedy for such delay, and in no event shall CITY be liable in damages for such delay.
14. TERMINATION BY CITY
a. Termination for Cause. If CONTRACTOR should be adjudged bankrupt or
should make a general assignment for the benefit of its creditors, or if a receiver
should be appointed on a account of it's insolvency, CITY may terminate this
Agreement for cause and shall have the right to acquire any and all software held
in escrow. If CONTRACTOR should persistently or repeatedly fail or refuse to
perform, or should fail, except in cases for which extension of time is provided, to
provide enough properly skilled workers or proper materials, or persistently
disregard laws and ordinances, or not proceed with work or otherwise
substantially fail to perform under this Agreement, then CITY may terminate this
Agreement for cause. Prior to termination of this Agreement, CITY shall give
CONTRACTOR thirty (30) calendar days written notice. Upon receipt of such
termination notice, CONTRACTOR shall be allowed thirty (30) calendar days to
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cure such deficiencies.
If CITY gives such notice and the default is not cured within such thirty (30)
days, then this Agreement may be terminated at the end of such period upon
CITY's written notice to the CONTRACTOR of the termination of the
Agreement. The effective date of termination will be the date of receipt of the
second written notice provided pursuant to this section.
The right of termination for cause may be exercised by CITY without prejudice or
limitation with respect to any other remedy or damages to which CITY may be
entitled at law or under this Agreement.
b. Termination without Cause. The work may be terminated, in whole or in part, by
CITY at its sole discretion upon written notice to CONTRACTOR, whenever, for
any reason, CITY shall determine that such termination is in its best interest.
Such notice, to be effective, must be in writing and tendered to CONTRACTOR
at least ten (10) business days prior to the therein specified effective date of
termination,. Upon receipt of such written notice of termination, CONTRACTOR
shall, as CONTRACTOR's sole and exclusive remedy for compensation or
damages, within thirty (30) days after the date of termination, file an invoice for
all work performed, materials deliverd, and all charges incurred by termination.
CITY shall pay all approved charges on such invoice within thirty (30) days of
receipt. Any disputes regarding the work completion percentage and/or the
compensation due shall be settle in accordance with Paragraph 12, Disputes.
In the case of termination by CITY as defined in a. or b. above, CITY retains and/or has a
right to receive title and/or license to the hardware and system software (including third
party software) paid for by CITY.
15. ASSIGNMENT
Neither this Agreement, nor any portion thereof, may be assigned by CONTRACTOR
without the prior written consent of CITY first having been obtained, which consent City
may withhold in its sole and absolute discretion. Any attempt by CONTRACTOR to
assign any performance of this Agreement without the written consent CITY shall be null
and void and shall constitute a breach of this Agreement.
16. PATENTS
CONTRACTOR shall indemnify, defend, and hold free and harmless CITY, its officers
and employees from all liabilities, claims, damages, costs, or expenses, including, but not
limited to attorney's fees imposed upon them or any of them, for any alleged
infringement of patent rights, copyrights, trademarks or similar rights of any person or
persons in consequence of the use by CITY, its officers, employees, agents, and other
duly authorized representative of articles or processes supplied to CITY by
CONTRACTOR under this Agreement.
If a final injunction is obtained in such action against CITY's use of the products or if in
CONTRACTOR's opinion the products are likely to become the subject of a claim of
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infringement, CONTRACTOR will, as its option and entirely at its expense, either: (a)
procure for CITY the right to use the products; (b) replace or modify the same (provided
that such modification does not adversely affect CITY's intended use of the products); or
(c) if none of the foregoing alternatives is reasonably available to CONTRACTOR,
refund in full all monies paid by CITY in respect to such products and accept return of
same and to pay CITY reasonable disruption and replacement costs associated with the
removal and replacement of the System.
17. SOFTWARE LICENSE
CONTRACTOR and SUBCONTRACTORS grant to CITY a non-assignable, non-
transferable and non-exclusive irrevocable and perpetual license to use the
CONTRACTOR's and SUBCONTRACTORS' proprietary computer programs and
documentation provided under this Agreement. CITY understands and acknowledges that
the CONTRACTOR's and SUBCONTRACTORS' SOFTWARE is and shall remain
proprietary in nature and constitutes confidential trade secrets.
Further, CITY agrees to comply with such other terms and conditions applicable to any
third party software furnished by CONTRACTOR or SUBCONTRACTOR and provided
to CITY under this Agreement, which are imposed by such third party, except where they
conflict with the provisions of this Agreement.
All license fees are included in pricing in Exhibit E, Pricing Summary.
18. ESCROW ACCOUNT
CONTRACTOR shall assist CITY in establishing an escrow account with the
manufacturers of equipment, which utilize software for the operation of the equipment.
The escrow account(s) shall be for all CONTRACTOR provided software licensed under
this Agreement. The escrow account shall include provisions that allow the CITY full
and unrestricted access to all source code and documentation in the event a)
MANUFACTURER files for bankruptcy or otherwise ceases to do business in the State
of California; and/or b) MANUFACTURER refuses to provide ongoing product support.
CITY recognizes that CONTRACTOR does not have the power to force
MANUFACTURER to establish said escrow account(s) and that CONTRACTOR is not
the author of provided software and cannot establish said escrow accounts independently.
19. TITLE
CITY will acquire good and clear title to each item ofHARDW ARE upon final payment
of all HARDWARE purchased and identified in Exhibit A, Payment Schedule.
CONTRACTOR agrees that operating system software licensed to CITY shall be free
and clear of all liens and encumbrances. Except as provided herein, CITY will acquire a
good and clear non-exclusive, non-transferrable, non-assignable, perpetual license to use
the Software in accordance with the provisions of this Agreement, free and clear of any
liens, encumbrances, charges, duties, and assessments.
20. INDEMNITY
14
CONTRACTOR agrees to protect, defend, indemnify, and save the CITY, its agents,
officials, employees and representatives, harmless from and against any and all claims,
demands, actions, and causes of action which may arise in favor of any person or persons,
on account of illness, disease, loss of property, services, wages, death or personal injuries
resulting from CONTRACTOR'S negligence in the performance of the duties identified
herein, or from damages which the CITY incurs by reason of a breach of any of the
warranties of the CONTRACTOR hereunder, or in connection with any claim by a third
party alleging facts that would constitute a breach of any such warranties.
CONTRACTOR's obligation as stated in the preceding sentence for claims allegedly
resulting from CONTRACTOR's negligence leading to improper functioning of the
equipment or services provided herein shall not extend beyond the period of
CONTRACTOR's warranties covering said equipment or services as provided herein or
in any applicable maintenance agreement. Furthermore, CONTRACTOR hereby agrees
to indemnify the CITY for all reasonable expenses and attorney's fees incurred by or
imposed upon the CITY in connection therewith for any loss, damage, injury or other
casualty for which CONTRACTOR is obligated to defend or indemnify CITY as
provided herein.
21. EQUIPMENT COMPATIBILITY
CONTRACTOR agrees that the equipment, as proposed and provided by
CONTRACTOR, will perform in accordance with the specifications and representations
stated in this Agreement. This Agreement extends to the performance of the equipment
as a part of the total system, but not specifically to equipment in combination with
products, elements, or components not supplied by CONTRACTOR, except to the extent
that CONTRACTOR is responsible for interfaces to other equipment or systems as
described in this Agreement.
22. NOTICES
Any notices required to be given by the terms of this Agreement shall be deemed to have
been received when the same is sent by facsimile with acknowledgment, or deposited in
U.S. mail, or certified mail, return-receipt requested, postage prepaid, addressed to the
respective parties as follows:
"CONTRACTOR"
Durham Communications, Inc.
4611 East Virginia Street
Mesa, AZ 85215
Phone: (800) 981-8875
Fax: (602) 981-7146
"CITY" and "CONSULTANT"
CITY:
CONSULTANT:
15
City of Gilroy, California
Gilroy Police Department
7370 Roseanna Street
Gilroy, California 95020
Innovative Technologies, Ltd.
14205 Arnold Drive
Glen Ellen, California 95442
23. GOVERNINGLAW
This Agreement shall be deemed executed and to be performed in Santa Clara County,
California and governed according to the laws of the State of California.
24. INSURANCE REQUIREMENTS
a. Workers' Compensation
CONTRACTOR and subcontractors shall, at their own cost and expense, carry
and maintain statutory Workers' Compensation Insurance as required by law and
Employer's Liability with limits no less than One Million Dollars (1,000,000)
with an insurance carrier licensed to do business in the State of California for any
and all persons employed by CONTRACTOR or SUBCONTRACTORS directly
or indirectly in or upon said Agreement. Such policy shall contain the insurers
waiver of subrogation in favor of CITY, its officers, agents and employees.
b. General and Automobile Liability
For the duration of this Agreement, CONTRACTOR and SUBCONTRACTORS
shall, at their own cost and expense, carry and maintain automobile liability
insurance for the period covered by this Agreement in an amount no less than
Five Hundred Thousand Dollars ($500,000) per occurrence combined single limit
coverage, and general liability insurance in an amount no less than One Million
Dollars ($1,000,000) per occurrence combined single limit coverage. If such
policies contain general aggregate limits, such limits shall be twice the required
occurrence limit. Such coverage shall include, but not be limited to, protection
against claims arising from bodily and personal injury, including death resulting
therefrom, and damage to property resulting from activities completed under this
Agreement, including the use of owned, non-owned and hired automobiles. Such
insurance shall be with insurers licensed to do business in the State of California
and shall provide written notice that must be given to CITY at least thirty (30)
days prior to cancellation or material change.
(1) Policy shall cover on an occurrence basis, and not on the basis of an
"accident" or "claims made."
(2) Policy must cover personal injuries as well as bodily injuries. Exclusion
of contractual liability must be eliminated from personal injury
endorsement.
(3) Policy must cover complete contractual liability. This may be provided by
amending the definition of "incidental contract" to include any written
agreement.
16
(4) CITY and its officers, agents, and employees shall be named as
additionally insured, and the policy shall stipulate that this insurance will
operate as Primary Insurance and that no other insurance maintained by
CITY its officers, agents or employees will be called upon to contribute to
a loss suffered by CONTRACTOR hereunder.
(5) The policy must contain a Cross Liability or Severability ofInterests
clause.
(6) Broad form property damage liability must be afforded.
c. Professional Liability
CONTRACTOR and SUBCONTRACTORS shall, at their own cost and expense,
carry and incur professional liability insurance at One Million Dollars
($1,000,000) per occurrence and must name the City of Gilroy, California as
additional insured in accordance with number 24,B.(4) above.
Upon execution of this Contract, CONTRACTOR shall provide CITY with
Certificates of Insurance and endorsements evidencing the insurance coverage.
d. Acceptance of Insurers
Insurance is to be placed with a current AM Best's rating of no less than A:VII.
25. PRODUCT INSTALLATION
Installation of the HARDWARE provided under this Agreement will be the
CONTRACTOR's responsibility and will be performed with minimum disruption to all
activities with CITY or CITY's day-to-day business operations. CONTRACTOR will
coordinate all installation activities with CITY and utilize professionally recognized
installation practices. CONTRACTOR will furnish any necessary materials and
components to effect a finished, workmanlike installation according to standard industry
practice. CONTRACTOR will configure the SYSTEM, perform SYSTEM
configuration, and, at an appropriate time, train CITY in SYSTEM management
procedures.
26. DELIVERY, TITLE, AND RISK OF LOSS
The HARDWARE and SYSTEM software shall be shipped by CONTRACTOR (F.O.B.
Gilroy, California) in accordance with a mutually agreed upon delivery schedule which
for HARDWARE shall not be more than thirty (30) days prior to installation.
CONTRACTOR will provide reasonable notice to CITY of the scheduled shipment date
for each item ofHARDW ARE. CONTRACTOR shall prepay freight expenses, as
identified in the Agreement.
27. INTERFACE WITH OTHER VENDORS/CONTRACTORS
CONTRACTOR agrees to cooperate with other vendors performing services for CITY
17
agreement, CONTRACTOR specifically agrees to provide interface specifications
reasonably necessary for interface with, or data exchange and conversion from, other
vendor' equipment and software systems and the CITY's General Contractor. This shall
not be construed, however, as implying that CONTRACTOR will provide unlimited
documentation to other vendors or that special programming services will be provided.
28. APPROVAL OF MAJOR SUBCONTRACTORS/SUPPLIERS
CITY reserves the right of prior approval of any major subcontractor or supplier selected
by CONTRACTOR, which will not be unreasonably withheld. Major subcontractors
shall be defined as those whose products or services exceed $10,000 in value.
29. DISASTER RECOVERY
If a Maintenance Agreement is not in effect, and in the even of a disaster or accident that
impairs operation of the systems purchased under this Agreement, CONTRACTOR shall
use its best efforts to help CITY restore operations as soon as possible. Such services
will be provided at CONTRACTOR's prevailing rates.
30. CONTRACTOR PERSONNEL
CONTRACTOR shall assign only competent personnel to perform services pursuant to
this Agreement. CONTRACTOR shall identify a dedicated, but not necessarily full-time,
Project Manager, subject to CITY approval. CITY shall have the right to approve any
CONTRACTOR's requested change of Project Manager. CONTRACTOR shall not
change Project Manager without CITY'S approval, which shall not be unreasonably
withheld.
CITY's Project Manager retains the right to request the removal of CONTRACTOR's
personnel from the project by giving written notice to CONTRACTOR. If, in the opinion
of CITY's Project Manager, a CONTRACTOR staff person has not achieved the
appropriate professional working relationship with CITY's project staff, CONTRACTOR
will have seven (7) days from the receipt of written notice to resolve the problem to
CITY's Project Manager's satisfaction, or replace the staff person in question.
31. CITY RESOURCES REQUIRED
This Agreement is based on CITY providing the following services and facilities in
support of system implementation:
a. Project Management - Designate a Project Manager who will be the single point
of contact for CONTRACTOR and who will be responsible for coordinating the
efforts of CITY, CITY's consultant, other contractors and any other necessary
agencies such as government agencies, the telephone company, and the radio
vendor.
b. Access to Facilities - Arrange for personnel of CONTRACTOR and/or its
Subcontractors to have access to applicable CITY or leased remote site facilities
18
as required. Such arrangements shall be coordinated with CITY project manager.
c. Utility Installation - Coordinate the installation of electrical power and telephone
lines at City sites required for equipment CITY to pay any
one-time and recurring utility fees.
32. SURVIVAL
All licenses, warranties and indemnities (including, without limitation all provisions of
Sections 8,9, 16, 17, 18, 19,20,21,32,33,39, and 43 hereof) shall survive the
termination of this Agreement.
33. CONFIDENTIALITY OF CITY INFORMATION
All confidential information and data relating to CITY and CONTRACTOR operations
shall be and remain confidential and shall not disclosed to any other third party unless
required by law. Upon termination, both parties shall return any confidential material
obtained. CONTRACTOR shall provide written notice to CITY of confidential material.
34. PROJECT STATUS MEETINGS
CONTRACTOR agrees to conduct monthly status meetings to be held at CITY's
premises from the date of this Agreement to Final Acceptance of the System. The
schedule of these meetings shall be mutually agreed upon but no less frequent than once
per month. CONTRACTOR agrees to submit written status reports every month which
address such items as progress of work being performed, milestones attained, problems
encountered, corrective actions taken and project financial status. Each progress report
will include status and milestone progress of all subcontracted work. All reports prepared
by CONTRACTOR including but not limited to monthly project status reports, schedules
shall also be submitted to CITY'S Consultant within twenty-four (24) hours of
submission of said report to CITY.
35. ADDITIONAL EQUIPMENT
Subject to Paragraph 6, Changes, CITY may purchase additional equipment and software
or may upgrade its current equipment under the terms and conditions of this Agreement
only by the issuance of a written purchase order or similar document signed by CITY.
Acceptance by CONTRACTOR of a purchase order or similar document shall not act as
an amendment to this Agreement unless such written purchase order specifically
references this Agreement and the intent to modify the terms herein.
36. RIGHT TO MAKE COPIES
CITY has the right to make as many copies of the CONTRACTOR's written
documentation as necessary for its own internal use. CITY agrees that authorized copies
will contain any copyright or trade secret notice found in the original document. CITY
also retains the right to make copies of the CONTRACTOR's software programs and
19
documentation in accordance with Paragraph 20, Software License.
37. DOCUMENTATION
CONTRACTOR will provide complete and detailed installation, configuration, schematic
and operating documentation.
38. APPLICATION SOFTWARE TRAINING
CONTRACTOR agrees to provide Training Services for the Application Software in
accordance with this Agreement.
39. ADDITIONAL SUPPORT
Any additional support to be provided on a time and material basis and not described in
this Agreement will be billed at the CONTRACTOR rates which shall not exceed the
rates show below.
. Installation Services $95/hour
. Technical Support $95/hour
. Programming $95/hour
. Engineering Services $129/hour
The above rates are quoted for the life of this agreement. They are also the base rate to
be tied to the Federal Consumer Price Index (CPI) if CITY desires to hire
CONTRACTOR for non-contract services after the term of this contract expires.
40. PAYMENT APPROVAL PROCESS
Payments for all non-disputed invoices shall be made pursuant to terms outlined in
Exhibit A, Payment Schedule. Payment will be made within thirty (30) days of written
certification of completion of the milestone by CONTRACTOR and approval by CITY.
City shall either approve or disapprove all claims for payment within 5 days of
submission of certification of completion.
41. SECURITY CHECK
CONTRACTOR agrees that each of its employees, subcontractors, consultants and
principals/owners involved in the project may, at the option and expense of CITY, be
subject to a security check, at any time. CITY retains the option to immediately remove
from the project any employee, subcontractor employee or other person it deems
inappropriate for any reason whatsoever for placement in a public safety environment.
42. COMPLIANCE
CONTRACTOR agrees to comply with all federal, state and local laws, ordinances,
codes, rules and regulations in effect as of the Effective Date of this Contract that may in
any way affect the work by CONTRACTOR. Any Hardware or Software furnished by
20
CONTRACTOR under this Contract shall comply in all material respects with federal,
state and local laws and regulations applicable to the manufacture, packing, sale and
shipment of such Hardware or Software as of the Effective Date of this Contract and shall
comply with any amendments thereto which may have come into effect prior to the time
such Hardware or Software are delivered provided that the price and, if necessary,
delivery of such Hardware or Software shall be equitably adjusted to compensate
CONTRACTOR for the effect of compliance with any such amendments.
43. ENTIRE AGREEMENT
This Agreement, including all Exhibits and all specified documents elsewhere in this
Agreement, represents the entire and integrated agreement between the parties hereto and
supersedes all prior and contemporaneous negotiations, representations, understandings
and agreements, whether written or oral, with respect to the subject matter hereof. This
Agreement may be amended only by written instrument signed by the parties hereto.
DURHAM COMMUNICATIONS, INC. CITY OF GILROY
By: .)t/I/\/ /)(:';'K")flllrl By: Jay Baksa
Title: jJ. Z' ...s
Signature:
21
EXHIBIT "A" - PAYMENT SCHEDULE
Notice to Proceed
Receipt of Equipment
Completion of Installation
System Acceptance
15%
50%
20%
15%
TOTAL
100%
22
EXHIBIT "B" - STATEMENT OF WORK
The implementation of the Radio System Upgrade will be completed in four phases. (I)Replace
existing combining equipment at the Police Building. Reprogram existing radios with new tone
coded squelch codes to reduce or eliminate the B 52 noise problem. (2) Installation of Auxiliary
receivers at the Mall and the Firing Range. Install microwave link between the PD and the
Firing Range. (3) Install microwave between the Police Building and Tank D. (4) Installation of
the 3 site quasi sync radio system.
The following sequence will be completed:
Phase I - Replace existing antenna combining with new antenna combining
1. Order new antenna combining equipment to replace what exists today.
2. Reprogram existing mobiles and portables with a new tone coded squelch
frequency that Durham will select.
3. Ifthis does not fix the B 52 noise Durham will continue to search, at Durham's
expense, in an effort to determine the cause of said noise. Per discussions with the
Police Chief, Consultant, and Communications personnel Durham can not say
with 100 percent certainty that the B52 noise will be eliminated. We do guarantee
that if our solution does not fix the noise Durham will continue to search for the
cause and solution on a best effort basis. Both parties (the City and Durham)
accept that there is a possibility that the B52 interference may be an issue that
cannot be resolved
Phase II - Installation of auxiliary receivers
I. Install voted receivers at the Mall and Firing Range to enhance City coverage at
the Mall and in the South end of the City. Connectivity from the Mall receiver to
the Police Building shall be by leased line. Install microwave between the Police
Building and the Firing Range.
Phase III - Installation of Microwave links
1. Install Microwave link between the Police building and Tank D to eliminate the
expense and unreliability of leased phone lines.
Phase IV - Installation of Tait Quasi- Sync System
1. Install Tait Quasi-Sync System at the Firing Range Police Building and Tank
D. Tie this into existing dispatch console and microwave system. Final phase
complete acceptance testing
Completion of these tasks will be coordinated through the CITY for access to the building and
timing of tasks.
A forty five (45) day acceptance period will commence upon receipt of notice from
CONTRACTOR to CITY that the SYSTEM has been installed, tested by CONTRACTOR,
conforms to the requirements as described in this Agreement.
23
All efforts shall be concentrated toward implementing the SYSTEM with a minimum of
disruption in service. Backup systems and contingency plans will be included and implemented
as the need arises to maintain full SYSTEM functionality. Dispatchers and support personnel
will be notified of any impending SYSTEM outage or disruption in service.
Project management will be provided by CONTRACTOR. Mr. Wes Podboy of Durham
Communications will be assigned as the project manager for this Agreement. He will be
responsible for SYSTEM installation and acceptance. It is recommended that the CITY assign a
single point of contact that can dedicate time to help coordinate work and resolve any conflicts.
On site maintenance training will be provided to designated technical personnel. This training
will include installation instructions, general troubleshooting techniques and SYSTEM
reprogrammmg.
City Responsibilities:
1. Assign a project manager / coordinator to work with Durham Communications Inc. as a single
point of contact for the coordination of phases 1 thru 4 listed above.
2. Obtain frequency coordination, at the City's expense, as required to allow for the
implementation of the quasi-sync system. Durham Communications Inc. will assist the City in
this effort by providing technical information as required.
3. Pay for any permits required by the City for construction of sites or installation of equipment.
4. Provide the necessary improvements at the Firing Range as needed. This would include but
not be limited to electrical service, equipment shelter, antenna support structure.
5. Obtain permission to install required Auxiliary Receiver equipment at the Mall from the
appropriate parties.
6. Order the required telephone circuits to tie the Mall receivers to the voting equipment at the
Police Building. Durham Communications Inc. will assist the City in this effort by providing
technical information as required.
Durham Responsibilities:
1. Provide a project manager to coordinate all issues pertaining to the implementation of phases 1
thru 4 listed above.
2. Preparation and submission of all FCC licensing forms and documents.
3. Provide technical assistance as required to assist the City in obtaining frequency coordination
to implement the quasi-sync system.
4. Engineering design, procurement, installation, testing to support the implementation of the
four phases listed above.
24
EXHIBIT "C" - LINE ITEM PRICING
Phase I. Eliminate BS2 Interference
Combining
2 channel VHF combiner, 154.830, 156.180
2 channel VHF combiner, 154.280, 156.090
3 channel VHF combiner, 154.340, 154.920, 155.890
Installation
1
1
1
6,535.00
6,135.00
9,945.00
6,535.00
6,135.00
9,945.00
5,000.00
Multicoupling
6 port receiver multicoupler, 154.268, 154.280, 154.340
154.920, 155.610
3 port receiver multicoupler, 154.830, 156.090, 156.180
1M panel for fire repeater if needed
14,890.00
14,890.00
10,385.00
850.00
10,385.00
850.00
Installation,
5000
Combining I Multicoupling Total
58,740.00
Mobile and portable reprogramming
9,250.00
Phase II. Auxiliary Receiver at the Mall and Firing Range
Mall Receiver
RECEIVER, VHF T835-20-0200 1,378.00 1 1,378.00
RECEIVER LINE CARD DHE-C-RLC 200.00 1 200.00
SLlMLlNE KIT T800-23-0000 454.55 1 454.55
19" ALUMINUM EQUIPMENT RACK 423.64 1 423.64
POWER SUPPLY RM2512 358.18 1 358.18
ANTENNA, OMNI 10 DB GAIN ASP 705K 941.27 1 941 .27
ANTENNA, OMNI SIDE BRACKET OB5007 197.00 1 197.00
LOF4 ANDLDF4-50A 2.13 150 319.50
LDF4, NM ANDL4PNM-RC 28.36 2 56.72
COLD SHRINK 'Y:z" TO ANTENNA AND241548-4 11.09 1 11.09
COAXIAL SURGE SUPRESSION IS-B50HN-CO 131.71 1 131.71
'Y:z" SNAP IN COAX MOUNT AND206706-1 31.71 5 158.55
MOTOROLA VOTER SELECTOR CARD 1 750.00
EQUIPMENT TOTAL 5,380.21
INST ALLA TION 2,000.00
INSTALLED TOTAL 7,380.21
25
Firing Range Receiver
The receiver and antenna system for this site is included in the Quasi Sync pricing. The microwave linking for this
site is shown below.
Microwave Link from PD to Firing Range
DESCRIPTION PART # UNIT QTY EXTEN
PO END
1/2" COAX
W' GROUND KIT AND204989-1 17.00 6 102.00
1/2" LDF4 ANDLDF4-50A 2.00 300 600.00
1/2" LDF4, NM ANDL4PNM-RC 25.00 4 100.00
WATER PROOFING
COLD SHRINK W' TO N TYPE ANTENNA AND241548-4 10.00 2 20.00
SURGE SUPRESSION
POL YPHASER, IF CABLE IS-099-0810PF 254.00 2 508.00
ANTENNAS
12" FLAT PANEL ARRAY 23.6 OBI NFEMALEANDFPA5250D12-N 623.00 1 623.00
10 WAVE
ioWave T1- AC 3,116.00 3,116.00
ioWave 5.7Ghz - A1 5,920.00 5,920.00
MULTIPLEX EQUIPMENT
T1 TERMINATION CONTROLLER, TSU 600 ADT1202076L2 2,616.00 1 2,616.00
DUAL 4 WIRE E&M MODULE ADT1200105L3 467.00 2 934.00
DUAL 4-WIRE E&M EXPANSION MODULE ADT1200106L3 467.00 2 934.00
FIRING RANGE END
1/2" COAX
Y2" GROUND KIT
1 /2" LDF4
AND204989-1
ANDLDF4-50A
17.00 6
2.00 300
102.00
600.00
26
1/2" LDF4, NM ANDL4PNM-RC 25.00 4 100.00
WATER PROOFING
COLD SHRINK 1'2" TO N TYPE ANTENNA AND241548-4 10.00 2 20.00
SURGE SUPRESSION
POL YPHASER, IF CABLE IS-099-0810PF 254.00 2 508.00
ANTENNAS
12" FLAT PANEL ARRAY 23.6 DBI NFEMALEANDFPA5250D12-N 623.00 2 1,246.00
10 WAVE
ioWave T1- AC 3,116.00 3,116.00
ioWave 5.7Ghz - A1 5,920.00 5,920.00
MULTIPLEX EQUIPMENT
T1 TERMINATION CONTROLLER, TSU 600 ADT1202076L2 2,616.00 1 2,616.00
DROP / INSERT EXPANSION MODULE D&I ADT1200065L 1 857.00 4 3,428.00
EQUIPMENT TOTAL 33,129.00
Installation 6,000.00
SHOT TOTAL 39,129.00
Phase III. Microwave Link to Tank D
DESCRIPTION PART # UNIT QTY EXTEN
Range End
1/2" COAX
W' GROUND KIT AND204989-1 17.00 6 102.00
1/2" LDF4 ANDLDF4-50A 2.00 300 600.00
1/2" LDF4, NM ANDL4PNM-RC 25.00 4 100.00
WATER PROOFING
COLD SHRINK 1'2" TO N TYPE ANTENNA AND241548-4 10.00 2 20.00
SURGE SUPRESSION
27
POL YPHASER, IF CABLE IS-099-0810PF 254.00 2 508.00
ANTENNAS
DISH, 2 FOOT, 29 DBI NFEMALE ANDP2F-52-N7 A 779.00 1 779.00
10 WAVE
ioWave T1- AC 3,116.00 1 3,116.00
ioWave 5.7Ghz - A1 5,920.00 1 5,920.00
TANK D END
1/2" COAX
~" GROUND KIT AND204989-1 17.00 6 102.00
1/2" LDF4 ANDLDF4-50A 2.00 150 300.00
1/2" LDF4, NM ANDL4PNM-RC 25.00 4 100.00
WATER PROOFING
COLD SHRINK W' TO N TYPE ANTENNA AN D241548-4 10.00 2 20.00
SURGE SUPRESSION
POL YPHASER, IF CABLE IS-099-0810PF 254.00 2 508.00
ANTENNAS
DISH, 2 FOOT, 29 DBI NFEMALE ANDP2F-52-N7 A 779.00 779.00
10 WAVE
ioWave T1- AC 3,116.00 1 3,116.00
ioWave 5.7Ghz - A1 5,920.00 1 5,920.00
MULTIPLEX EQUIPMENT
T1 TERMINATION CONTROLLER, TSU 600 ADT1202076L2 2,616.00 1 2,616.00
DUAL 4 WIRE E&M MODULE ADT1200105L3 467.00 2 934.00
DUAL 4-WIRE E&M EXPANSION MODULE ADT1200106L3 467.00 2 934.00
EQUIPMENT TOTAL
26,474.00
Installation
6,000.00
28
SHOT TOTAL
32,4 74.00
Phase IV. Quasi Sync Radio System
100 Watt UHF QS Channel
RECEIVER T835-20-0200 1
EXCITER T837 -20-0200 1
POWER AMPLIFIER T839-20-0000 1
Power Supply T808-10-0000 1
Iso-Cav control panel 74524/CFC,4SNC-3 1
as RACK FRAME T800-24-0103 1
Key Tone Detector T A 1086 1
BUILD AND TEST LABOR CU-L800 1
SYSTEM CONFIGURATION CU-L800 1
ARM ASP Card T805-01 1
Total: 7,474.00
Monitor Receiver
Receiver T8X5-XX-0000 1
Slim line Kit T800-23-0000 1
Coaxial Relay (TOHTSU) CX-230 1
Build and Test Labour CU-L800 1
Total: 1,882.00
Ancillary Equipment
RECEIVER LINE CARD DHE-C-RLC 1 183.00 183.00
Rack Extender Dual D-Range T800-13-0000 1 127.00 127.00
Rack Extender Coaxial D-Range T800-14-0000 1 181.00 181.00
Total: 491.00
Antenna Equipment
ANTENNA, OMNI10 DB GAIN
ANTENNA, OMNI SIDE BRACKET
LDF4
LDF4, NM
COLD SHRINK W' TO ANTENNA
COAXIAL SURGE SUPRESSION
W' SNAP IN COAX MOUNT
COLD SHRINK W' TO ANTENNA
ASP 705K
DB5007
ANDLDF4-50A
ANDL4PNM-RC
AND241548-4
IS-B50HN-CO
AND206706-1
AND241548-4
1
1
150
2
1
1
5
1
862.83
180.58
1.95
26.00
10.17
120.73
29.07
10.17
862.83
180.58
292.50
52.00
10.17
120.73
145.35
10.17
29
COAXIAL SURGE SUPRESSION
COAXIAL MOUNTING
IS-B50HN-CO
120.73
250.00
120.73
250.00
2,045.00
Control Equipment by Channel
Backplane T805-04-0000 1 6,698.00 6,698.00
TSGM Card T805-03 2
as Extender Card T805-05 1
Dual Slimline T807-10 PSU T808-10-70C2 1 1,410.00 1,410.00
Build and Test Labor CU-L800 1 2,500.00 2,500.00
Control Equipment Total 10,608.00
System Equipment
System Controller Software 7,764.00 7,764.00
System PC 6,667.00 6,667.00
Total: 14,431.00
Spares
Exciter, LOW POWER T836-26-0600 1 790.00 790.00
100W Power Amplifier, TPL T839-20-0000 1 923.00 923.00
Receiver T8X5-XX-0200 1 940.00 940.00
Power Supply T808-10-0000 1 704.00 704.00
AIM/ARM ASP Card T805-01 1 819.00 819.00
LEM ASP Card T805-02 1 819.00 819.00
Multi CTCSS Panel (Tait) TA2204-01 1 2,200.00 2,200.00
RECEIVER LINE CARD DHE-C-RLC 1 183.00 183.00
Spares Total: 7,378.00
Commissioning
System Documentation (2 full sets) 1 7,333.00 7,333.00
Engineering Design 1 3,333.00 3,333.00
INSTALLATION AND COMMISSIONING 1 13,333.00 13,333.00
Travel and Accomodations 1 5,000.00 5,000.00
Commissioning Total:
28,999.00
QS Base Station
Ancilliary Equipment
3
3
16,751.00
491.00
50,253.00
1,473.00
30
Monitor Receiver 1,938.00 1,938.00
Antenna System 2,045.06 2,045.00
Control Equipment 10,608.00 10,608.00
System Equipment 14,431.00 14,431.00
Spares 7,378.00 7,378.00
Equipment Total:
Commissioning 28,999.00 28,999.00
Items not needed with microwave linking
AIM/ARM ASP Card (spare) T805-01 -1 989.00 -989.00
AIM ASP Card T805-01 -3 1,709.00 -5,934.00
ARM ASP Card T805-01 -3 1,709.00 -5,934.00
System Total:
105,882.00
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Exhibit "D" - Maintenance Contract Pricing
The warranty period of all of the equipment quoted above is 1 year, parts and labor.
Maintenance contract pricing for following years is as follows:
Year 2, $20,230.00
Year 3, $21,040.00
Year 4, $21,880.00
Year 5, $22,756.00
All equipment provided in this contract is covered under the maintenance contract. Failure due to acts of nature or
negligence are not covered and are billable at our standard time and materials rates in affect at the time of the
failure.
An act of nature or negligence is defined as but not expressly limited to the following; Lightening, Flooding, Water
Damage, Excessive AC Line Voltage, Earthquake, Maintenance by Non-Authorized Personnel, etc.
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Exhibit HE" - Pricing Summary
Description Price
B52 Noise, New Combining and Multicoupling 58,740.00
B52 Noise, Reprogram Mobile and Portable Radios 9,250.00
Install Voting Receiver at the Mall 7,380.00
Install Voting Receiver at the Firing Range with Microwave Link 39,129.00
Install Microwave from the Firing Range to Water Tank D 32,474.00
Install Quasi-Sync Radio System 105,882.00
Total 252,855.00
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EXHIBIT "F" - CIRCUIT MERIT TEST
Purpose
The purpose ofthis test is to evaluate the field coverage of the new Quasi - Synchronous radio
system installed by Durham Communications Inc. in Gilroy California.
Method
Test field units will make test calls at designated locations in the City. The quality of each test
call shall be scored using a Circuit Merit Test method.
Procedure
The field unit shall establish it's location within a test grid.
The field unit shall call dispatch using the mobile radio, identify it's self, and transmit the test
message.
Dispatch shall score the received message using the CMT method.
Dispatch shall then transmit the test message.
The field unit shall score the received message using the CMT method.
The field unit shall then transmit the test message using a hand held radio.
Dispatch shall score the received message using the CMT method.
Dispatch shall then transmit the test message.
The field unit shall score the received message using the CMT method.
Analysis
These tests will be used to verify the radio coverage provide by the Quasi - Sync radio system to
the City of Gilroy. A test location with a CMT rating of 3 or higher shall be deemed to be
acceptable and given a value of one. A test location with a CMT below 3 shall be deemed to
have failed and given a value of zero.
Test Criteria
The average of all test points shall be 95% for acceptable mobile coverage.
The average of all test points shall be 90% for acceptable hand held coverage.
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Attachment A
Sample Test Phases
Field unit: "Test Unit X to dispatch, do you copy.
Dispatch: "Test Unit X, identify your location and give the test count"
Field Unit: "I am in grid ABC and the test count is 1,2,3,4,5. What is my score?"
Dispatch: "Your score is (1 thru 5) and my test count is 1,2,3,4,5. What is my score?"
Field Unit: "Your score is (1 thru 5), I am moving to the next test point."
Attachment B
Mean Opinion Score (MOS)
MOS Rate Description
1 Bad Speech present but unreadable
2 Fair Speech understandable with considerable effort.
Frequent repetition due to low volume/ noise/
distortion.
3 Clear Speech understandable with slight effort. Occasional
repetition required due to low volume/ noise/
distortion.
4 Good Speech easily understood. Occasional low volume/
noise/ distortion.
5 Excellent Speech easily understood. No low volume/ noise/
distortion.
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Attachment C
Test Data Sheet
Date:
Time:
Console Operator:
Caller:
Caller Location:
Portable radio: Serial no.
Condition:
Mobile radio: Serial no.
Condition:
Grid Location Portable Tx Portable Rx Mobile Tx Score Mobile Rx Score
Score Score
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EXHIBIT "G" - SPECIFIC POINTS OF INTEREST
The points are listed by name and approximate coordinates.
# Description Latitude Lone:itude
1 Police Department 37-00-15 121-34-25
2 Bonfante Gardens 37-00-10 121-38-06
3 Eagle Ridge 36-59-54 121-36-32
4 Mesa Rd / Thomas Rd 36-58-58 121-34-24
5 Gavilan College 36-58-39 121-34-17
6 USI0l / Highway 25 36-57-43 121-33-04
7 Travel Park Circle / US 1 0 1 36-59-08 121-33-25
8 Firing Range 36-59-23 121-31-54
9 Outlets 37-01-23 121-33-51
10 Home Depot 37-01-39 121-34-00
11 Hospital 37-02-09 121-34-23
12 Burchell Rd / Bluebell 37 -01-12 121-37-58
13 Mantelli Rd / Iron Bark 37-01-33 121-37-10
14 Dovetail/Rancho Hills 37-01-59 121-36-52
15 Santa Teresa / Fitzgerald 37-03-13 121-36-20
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EXHIBIT "H" - On Scene Channel(s)
In the Police Radio System Survey one problem, which was identified, is Close Proximity
Interference. An explanation of the cause of this problem was presented in the same document.
In addition, the document stated that there was not a solution for this problem. And that is still
the case as pertains to GPDl, the repeated channel. However, a solution does present itself
operationally rather then technically.
Many agencies use an "On Scene" frequency, which is a simplex channel and not repeated.
Repeaters are used for wide area coverage, which cannot be provided by a simplex channel.
Simplex channels are very well suited for coverage in a smaller area, especially when multiple
units are in close proximity. The use of an On Scene channel will eliminate the Close Proximity
Interference problem. Operationally, it will require units to change channels when multiple units
respond to an event in a small geographic area.
One problem with an On Scene channel is that often times, dispatch cannot communicate with
units which have switched to the On Scene channel. That problem can be eliminated by
providing the dispatch system with one or more base stations, programmed to the On Scene
channel, located such that they can provide the needed coverage for dispatch. As part of this
contract, some site radio equipment will be taken out of service. This will include, repeaters,
coax and antennas. CONTRACTOR will survey the equipment removed from service to
determine its suitability to provide for an On Scene channel. This equipment may be reinstalled
at either the Tank D and / or the Range sites to provide the ability for Dispatch to communicate
with units who have switched to the On Scene frequency.
Additionally CONTRACTOR will add the On Scene channel to the field units programming
while those units are reprogrammed as a part of the elimination of the B52 noise effort.
The microwave, as provisioned, will support up to two more channels at both Tank D and the
Firing Range.
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